1.1 Corpex Email Management Services is an email archiving and email scanning service ("the Service") of Corpex Limited ("Corpex"). The Service is more fully described in Appendix A of these terms and conditions.
1.2 These terms and conditions ("the Agreement") constitute the entire terms and conditions upon which Corpex provides the Service and upon which each organisation ordering the Service (the "Client") agrees to contract for the use of the Service. The Agreement supersedes any written or oral representations, statements, understandings or agreements, except where specifically varied by written agreement by Corpex on its order acknowledgement that specifically adds to or excludes any terms contained herein.
1.3 By placing an order for the Service, you, the Client, confirm your acceptance of the agreement to be bound by the Agreement.
1.4 From time to time, it will be necessary to update the Agreement and you agree to be bound by the new Agreement after the implementation date for the new Agreement.
1.5 You are responsible for reviewing regularly the Agreement, which is shown online under the heading "Terms and Conditions - the Agreement " at www.corpex.com/terms-ems.html
1.6 In the event of any conflict between the Agreement and any other document, the Agreement shall prevail.
2. Service provision
2.1 Corpex will provide an order acknowledgement for all orders placed but reserves the right to accept or reject any order.
2.2 Corpex will use all reasonable endeavours to provide the Service as described in Appendix A.
2.3 Corpex may at any time amend the Service for any reason including, but not limited to, technical, legal or business reasons.
3. Service commencement date
The "Service Commencement Date" shall be the date the service is available for use by the Client.
4. Client Obligations
4.1 In order to provide the Service certain information will be required from the Client by Corpex. The Client will provide Corpex with all technical and other information Corpex may reasonably request from time to time. Any change to any information, including Client address details, will be notified to Corpex immediately on such change.
4.2 The Client authorises Corpex to request your Domain Name host to make all necessary changes to enable provision of the Service to the Client.
4.3 The Client shall pay the charges for the Service in accordance with clauses 5 and 6 below.
4.4 The Client is responsible for information sent to or from the Client using the Service and shall comply with all laws relating to the transmission of such information and shall not use the service for any unlawful purpose.
4.5 The Client shall indemnify Corpex and keep Corpex indemnified against any liability to any third party arising out of or connected with the Client's use of the Service.
4.6 Corpex is entitled to suspend or terminate the Client's use of the Service if the Client fails to comply with any of its obligations under this clause 4. Also see clause 8 regarding termination.
5. Service charges
5.1 Charges for the Service shall be based upon the number of email addresses in use from time to time.
5.2 The prices charged initially shall be those stated on the order acknowledgement provided to the Client.
5.3 Initial charges shall be invoiced to the Client for a period of twelve months service and thereafter all relevant charges shall be invoiced for a further twelve months service. Any charges for additional addresses in use as determined by Corpex from time to time shall be invoiced to run to the end of the relevant annual period. Any varying usage charges shall be invoiced monthly or quarterly in arrears at the discretion of Corpex.
5.4 Corpex reserves the right to change prices or institute new charges for use of the Service at any time.
5.5 If the Client has any query or dispute relating to any invoice raised it shall notify Corpex within seven working days of the invoice date of such query or dispute.
6. Payment of Service charges
6.1 The first Invoice raised shall be paid in advance of Service commencement unless otherwise stated on the order acknowledgement.
6.2 Any invoices not required by Corpex to be paid in advance and all subsequent invoices shall be due for payment 30 days from the invoice date.
6.3 If payment is not received by the due date then Corpex shall be automatically entitled to charge interest at 1.5 per cent per month, from the date when payment is due until the date when payment is received.
6.4 The Client shall not be entitled by reason of any set-off, counter-claim, abatement, or other deduction to withhold payment of any amount due to Corpex. All payments made are non-refundable.
6.5 Corpex is entitled to suspend or terminate the Client's use of the Service if the Client fails to pay any and all invoices by their due payment date. Also see clause 8 regarding termination.
7. Service term
7.1 The first service term shall be one year from the Service commencement date.
7.2 Thereafter the Service shall renew on an annual basis.
7.3 Either party may terminate the Service by giving notice in writing at least one month before the end of the then current annual service term, such notice to expire no earlier than the end of the then current annual service term.
7.4 In the event that the client gives notice as provided for in clause 7.3, the client shall cease to use the service by the end of the then current annual service term.
7.5 In the event that the client continues to use services supplied by the company beyond their current annual service term, then the client is determined to have renewed those annual services, and notwithstanding any earlier instructions will be liable to pay the relevant new subscription fees in full.
7.6 All charges made are non-refundable in the event of early termination by the Client.
7.7 Also see clause 8 regarding termination.
8.1 Corpex shall be entitled to suspend the Service in accordance with clauses 4.6 and 6.5.
8.2 Without prejudice to any other rights to which it may be entitled, Corpex or the Client may terminate provision or use of the Service respectively with immediate effect if the other party commits any material breach of any of the terms of the Agreement and the breach remains un-remedied after thirty days of the defaulting party being notified by the other party of the breach and of the other party's intention to terminate unless the breach is remedied.
8.3 Corpex may terminate provision of the service immediately if Client takes or suffers any action on account of debt or is insolvent.
8.4 The Client's rights under the Agreement will terminate immediately upon termination and all invoices not paid by the Client will become due and payable immediately.
9. Warranty given by Corpex
Corpex undertakes to use reasonable skill and care in providing the Service as described in Appendix A.
10. Disclaimer and Limitation of Liability
10.1 The Client uses the Service at its own risk and in no event shall Corpex be liable to the Client for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Corpex's negligence) including, but not limited to, loss of profits, loss of contracts, business interruptions, loss of or corruption of data or the Client's inability to use the Product, however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.
10.2 No anti-virus or anti-spam software can guarantee to detect 100% of viruses or spam emails. The Client acknowledges that Corpex cannot and does not warrant that the Service will detect all viruses or spam present in emails going through the Corpex scanning system at any time.
10.3 Any emails identified as or suspected of carrying a virus or being spam will be held in the Email Management Quarantine area as explained in Appendix A. Corpex will take no responsibility for any loss suffered as a result of any such email being held in Quarantine or for any loss by the Client or any third party as a result of any virus-infected email being sent on to the Client or a third party at the request of the Client or any such third party.
10.4 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Corpex becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence) or otherwise, will not exceed the total charges paid by the Client in the 12 months preceding such liability arising.
11.1 Corpex would normally not access, read or copy emails or their attachments other than by electronic methods for the purposes of virus and/or spam scanning. However, Corpex reserves the right to utilise the virus and/or spam related content of emails or attachments for the purposes of: maintaining, testing and improving the performance of the Service, which may include passing on such information to the virus software suppliers of the Service; or complying with any legal or contractual obligations.
11.2 Where Corpex exercise its right as provided in 11.1, it will use all reasonable endeavours to keep confidential information so received by Corpex.
The Client will ensure it is aware of relevant data protection and privacy laws and recognises that Corpex has no control or influence over the content of emails processed by the Service and the Client shall hold Corpex harmless from any claims by any party relating thereto.
13.1 Any notice required to be given to the Agreement shall be in writing and shall be delivered by prepaid first class post to the address of the relevant party set out in the Client order details for the Client and on the Corpex Web site.
13.2 Failure or delay by Corpex in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.
13.3 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.
13.4 The construction, validity and performance of this Agreement shall be governed by English Law.
Appendix A to the Agreement
Corpex Email Management Services
A1. The Service
A1.2 Corpex Email Management platform ("the Service") scans your emails, incoming and outgoing, for viruses and spam (optional), at the Internet level before they reach you or your recipient's network.
A1.3 Emails sent from or to you are directed through the Email Management scanning system.
A2. Key Features
A2.1 Corpex Anti Spam uses proprietary technology to detect spam emails. Any suspect emails are quarantined.
A2.2 Corpex Anti Virus uses a combination of three market-leading anti-virus scanners to check for and quarantine any email it identifies or suspects is carrying a virus.
A2.3 Heuristics-based analysis searches for tell-tale signs of viruses as yet undetected. This means your email is scanned for suspected new viruses rather than being solely reliant on identified virus definitions.
A2.4 Corpex platform automatically checks for new virus definitions at ten minute intervals, 24x7x365.
A2.5 Encrypted email is not scanned in order to preserve the encryption.
A2.6 Every scanned email contains a footer stating that the email has been checked for known viruses and spam (optional).
A2.7 Any email Corpex Email Management platform identifies or suspects is carrying a virus or spam is isolated in a special Quarantine area. For viruses, the sender is automatically notified together with your email postmaster. For incoming virus emails the recipient will be also notified.
A2.8 Encrypted emails (including password protected documents) and some types of compressed attachments are not scanned.
A3. Open Relay
A3.1 Clients whose mail system allows open relay will not be accepted as a user of the Service. Corpex will check that the Client mail server does not allow open relay. If a Client's site is found to allow open relay, Corpex reserves the right to suspend all or part of the Service immediately and until the problem has been resolved.
A4. Releasing emails in spam quarantine
A4.1 Emails held in Quarantine can be released into your Inbox by a user or email administrator using the Corpex Email Management Web Interface.
A5. Releasing a virus-infected email
A5.1 Infected emails can be forwarded to your email postmaster on receipt of a Virus Release Authority by Corpex.
A5.2 At the sole discretion of Corpex, an infected email can be released at your request to a third party on receipt of a Virus Release Authority from both you and the third party.
A5.3 If a virus is released then the provisions of clause 10.3 of the Agreement apply.
A5.4 Quarantined emails will be destroyed automatically after 30 days.
A6. Corpex Email Management Web Interface - Administration and Reporting
A6.1 Corpex Email Management Web Interface allows you to view online service statistics and management reports at any time. You can easily identify any trends in email, spam and virus activity.
A6.2 Corpex Email Management Web Interface online reporting provides the following information:
• Email volume in and out, and patterns by week, month and year, by user
• Full details of any quarantined virus or suspected virus activity by individual user
• Weekly reports
A6.3 Corpex Email Management Web Interface is only accessible via a secure password protected login, provided to your email postmaster.
A7. Client Service and Technical Support
A7.1 Corpex Email Management platform is supported by a dedicated team based at the Corpex data centre in central London.
A7.2 The operation of Corpex Email Management platform is monitored 24x7x365.
A7.3 Client Service and Technical Support are available to help you via phone or email from 9am until 6pm Monday to Friday.
A7.4 If you have a particular need for 24 hour support, this can be arranged.
Appendix B to the Agreement
Corpex Email Management Services Level Statement
B1 Corpex pro-actively manages the Service 365 days per year, 7 days per week, 24 hours per day.
B2 To ensure the specified levels of service are provided at all times, Corpex reserves the right, without notice, to add or upgrade its hardware and/or software at any time.
B3 In the case of a major breakout of a new virus, an alert message will be posted on Insight as soon as possible and in any case within one hour of Corpex first logging the virus.
B4 The average scanning time for each Anti Spam and Anti Virus scanning process is 1.2 seconds, based on processing an average email under normal operating circumstances.
B5 As a guide to the level of service to be expected: typically the maximum processing time including inbound mail queuing, routing and scanning to first outbound delivery attempt is 30 seconds. However, email traffic flow can vary considerably in any given time period for reasons beyond the control of Corpex. For this reason, Corpex cannot guarantee service levels.
B6 If an incident occurs where the Service performance is likely to fall below the indicated levels, Corpex will inform the affected party as soon as possible and in any case within one hour of the incident being logged.
B7 Corpex will respond to Client Service enquiries based upon the following priority targets.
||Target Response Time
||Loss of Service
||95% of calls responded to within 2 working hours
||85% of calls responded to within 3 working hours
||Potentially Service affecting or requests for information
||75% of calls responded to within 4 hours
B8 Orders- upon receipt of a valid order and all information required, Corpex aims to commence provision of the Service within 72 hours.
B9 Quarantined virus emails - Upon receipt of a valid Virus Release Authority, the related virus-infected email will be released within 4 working hours.